Common use of Exemption from Liability Under Section 16(b) Clause in Contracts

Exemption from Liability Under Section 16(b). Assuming that Providian delivers to Washington Mutual the Section 16 Information (as defined below) reasonably in advance of the Effective Time, the Board of Directors of Washington Mutual, or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time adopt a resolution providing that the receipt by the Providian Insiders (as defined below) of Washington Mutual Common Stock in exchange for shares of Providian Common Stock, and of options to purchase Washington Mutual Common Stock upon conversion of Providian Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information provided by Providian to Washington Mutual prior to the Effective Time, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act such that any such receipt shall be so exempt. “Section 16 Information” shall mean information accurate in all respects regarding the Providian Insiders, the number of shares of Providian Common Stock held by each such Providian Insider and the number and description of the Providian Options held by each such Providian Insider. “Providian Insiders” shall mean those officers and directors of Providian who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.

Exemption from Liability Under Section 16(b). Assuming that Providian SIB delivers to Washington Mutual ICBC the Section 16 Information (as defined below) reasonably in advance of the Effective Time, the Board of Directors of Washington MutualICBC, or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time adopt a resolution providing that the receipt by the Providian SIB Insiders (as defined below) of Washington Mutual ICBC Common Stock in exchange for shares of Providian SIB Common Stock, and of options to purchase Washington Mutual ICBC Common Stock upon conversion of Providian SIB Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information provided by Providian SIB to Washington Mutual ICBC prior to the Effective Time, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act such that any such receipt shall be so exempt. “"Section 16 Information” " shall mean information accurate in all respects regarding the Providian SIB Insiders, the number of shares of Providian SIB Common Stock held by each such Providian SIB Insider and the number and description of the Providian SIB Options held by each such Providian SIB Insider. “Providian "SIB Insiders” " shall mean those officers and directors of Providian SIB who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.

Exemption from Liability Under Section 16(b). Assuming that Providian If FNB delivers to Washington Mutual LSB in a timely fashion prior to the Effective Time accurate information regarding those officers and directors of FNB subject to the reporting requirements of Section 16 Information (as defined below16(a) reasonably in advance of the Effective TimeExchange Act (the “FNB Insiders”), the number of shares of LSB Common Stock held or to be held by each such FNB Insider expected to be exchanged for LSB Common Stock in the Merger, and the number and description of the options to purchase shares of FNB Common Stock held by each such FNB Insider and expected to be converted into options to purchase LSB Common Stock in the Merger, the Board of Directors of Washington MutualLSB, or a committee of Non-Employee Directors nonemployee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter thereafter, and in any event prior to the Effective Time Time, adopt a resolution providing that the receipt by the Providian FNB Insiders (as defined below) of Washington Mutual LSB Common Stock in exchange for shares of Providian FNB Common Stock, and of options option to purchase Washington Mutual shares of LSB Common Stock upon conversion of Providian Optionsoptions to purchase FNB Common Stock, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information information provided by Providian to Washington Mutual prior to the Effective TimeFNB, are approved by such Board of Directors or by such committee thereof, and are intended to be exempt from liability pursuant to Section 16(b) under of the Exchange Act Act, such that any such receipt shall be so exempt. “Section 16 Information” shall mean information accurate in all respects regarding the Providian Insiders, the number of shares of Providian Common Stock held by each such Providian Insider and the number and description of the Providian Options held by each such Providian Insider. “Providian Insiders” shall mean those officers and directors of Providian who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.

Exemption from Liability Under Section 16(b). Assuming that Providian ICBC delivers to Washington Mutual Sovereign the Section 16 Information (as defined below) reasonably in advance of the Effective Time, the Board board of Directors directors of Washington MutualSovereign, or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time adopt a resolution providing that the receipt by the Providian ICBC Insiders (as defined below) of Washington Mutual Sovereign Common Stock in exchange for shares of Providian ICBC Common Stock, of restricted stock units on Sovereign Common Stock in exchange for RSUs and of options to purchase Washington Mutual Sovereign Common Stock upon conversion of Providian Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information provided by Providian ICBC to Washington Mutual Sovereign prior to the Effective Time, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act such that any such receipt shall be so exempt. “Section 16 Information” shall mean information accurate in all respects regarding the Providian ICBC Insiders, the number of shares of Providian ICBC Common Stock held by each such Providian ICBC Insider, the number and description of the RSUs held by each such ICBC Insider and the number and description of the Providian Options held by each such Providian ICBC Insider. “Providian Insiders” shall ICBC Insiders”shall mean those officers and directors of Providian ICBC who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.

Exemption from Liability Under Section 16(b). Assuming that Providian Mercantile delivers to Washington Mutual Firstar the Section 16 Information (as defined below) reasonably in advance of a timely fashion prior to the Effective Time, the Board of Directors of Washington MutualFirstar, or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time adopt a resolution providing that the receipt by the Providian Mercantile Insiders (as defined below) of Washington Mutual Firstar Common Stock in exchange for shares of Providian Mercantile Common Stock, and of options to purchase Washington Mutual shares of Firstar Common Stock upon conversion of Providian Optionsoptions to purchase shares of Mercantile Common Stock, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information provided by Providian to Washington Mutual prior to the Effective TimeInformation, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act such that any such receipt shall be so exempt. “"Section 16 Information” " shall mean information accurate in all respects regarding the Providian Mercantile Insiders, the number of shares of Providian Mercantile Common Stock held by each such Providian Mercantile Insider and expected to be exchanged for Firstar Common Stock in the Merger, and the number and description of the Providian Options options to purchase shares of Mercantile Common Stock held by each such Providian InsiderMercantile Insider and expected to be converted into options to purchase shares of Firstar Common Stock in connection with the Merger. “Providian "Mercantile Insiders” " shall mean those officers and directors of Providian Mercantile who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.

Exemption from Liability Under Section 16(b). Assuming that Providian If CCB delivers to Washington Mutual NCBC in a timely fashion prior to the Effective Time accurate information regarding those officers and directors of CCB subject to the reporting requirements of Section 16 Information (as defined below16(a) reasonably in advance of the Effective TimeExchange Act (the "CCB Insiders"), the number of shares of CCB Common Stock held or to be held by each such CCB Insider expected to be exchanged for NCBC Common Stock in the Merger, and the number and description of the options to purchase shares of CCB Common Stock held by each such CCB Insider and expected to be converted into options to purchase NCBC Common Stock in the Merger, the Board of Directors of Washington MutualNCBC, or a committee of Nonnon-Employee Directors employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter thereafter, and in any event prior to the Effective Time Time, adopt a resolution providing that the receipt by the Providian CCB Insiders (as defined below) of Washington Mutual NCBC Common Stock in exchange for shares of Providian CCB Common Stock, and of options option to purchase Washington Mutual shares of NCBC Common Stock upon conversion of Providian Optionsoptions to purchase CCB Common Stock, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information information provided by Providian to Washington Mutual prior to the Effective TimeCCB, are approved by such Board of Directors or by such committee thereof, and are intended to be exempt from liability pursuant to Section 16(b) under of the Exchange Act Act, such that any such receipt shall be so exempt. “Section 16 Information” shall mean information accurate in all respects regarding the Providian Insiders, the number of shares of Providian Common Stock held by each such Providian Insider and the number and description of the Providian Options held by each such Providian Insider. “Providian Insiders” shall mean those officers and directors of Providian who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.